INVESTOR

PRESENTATION

OCTOBER 2022
DISCLAIMER
FORWARD LOOKING STATEMENTS

This document includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created by those laws. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including
such things as our outlook (including bookings, adjusted revenue, and adjusted EBITDA), our product development and planning, our pipeline, future capital expenditures, share repurchases, financial results, the impact of regulatory changes,
existing and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths, goals, the benefits of new initiatives, growth of our business and our ability to successfully implement our plans,
strategies, objectives, expectations and intentions are forward-looking statements. Also, when we use words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “forecast,” “seek,” “outlook,”
“target,” “goal,” “probably,” or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties.
All forward-looking disclosure is speculative by its nature.

There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including:
• our ability to realize the benefits expected from the business combination between Skillsoft, Churchill Capital Corp. II, and Global Knowledge, and other recent transactions, including our acquisitions of Pluma and Codecademy, and
disposition of SumTotal;
• the impact of U.S. and worldwide economic trends, financial market conditions, geopolitical events, natural disasters, climate change, public health crises, the ongoing COVID-19 pandemic (including any variant), political crises, or other
catastrophic events on our business, liquidity, financial condition and results of operations;
• our ability to attract and retain key employees and qualified technical and sales personnel;
• our reliance on third parties to provide us with learning content, subject matter expertise, and content productions and the impact on our business if our relationships with these third parties are terminated;
• fluctuations in our future operating results;
• our ability to successfully identify, consummate, and achieve strategic objectives in connection with our acquisition opportunities and realize the benefits expected from the acquisition;
• the demand for, and acceptance of, our products and for cloud-based technology learning solutions in general;
• our ability to compete successfully in competitive markets and changes in the competitive environment in our industry and the markets in which we operate;
• our ability to market existing products and develop new products;
• a failure of our information technology infrastructure or any significant breach of security, including in relation to the migration of our key platforms from our systems to cloud storage;
• future regulatory, judicial, and legislative changes in our industry;
• our ability to comply with laws and regulations applicable to our business;
• a failure to achieve and maintain effective internal control over financial reporting;
• fluctuations in foreign currency exchange rates;
• our ability to protect or obtain intellectual property rights;
• our ability to raise additional capital;
• the impact of our indebtedness on our financial position and operating flexibility;
• our ability to meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;
• our ability to implement our share repurchase program successfully;
• our ability to successfully defend ourselves in legal proceedings; and
• our ability to continue to meet applicable listing standards.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see the risk factors included in our Form 10-K filed with the SEC for
the fiscal year ended January 31, 2022 and our other filings with the SEC.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be
inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.
Annualized, pro forma, projected, and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Additionally, statements as to market share, industry data, and our market position are based on
the most currently available data available to us and our estimates regarding market position or other industry data included in this document or otherwise discussed by us involve risks and uncertainties and are subject to change based on various
factors, including as set forth above.

Our forward-looking statements speak only as of the date made and we do not undertake to update these forward-looking statements unless required by applicable law. With regard to these risks, uncertainties, and assumptions, the forward-
looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.
2
DISCLAIMER (CONTINUED)
NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE METRICS

We track several non-GAAP financial measures and key performance metrics that we believe are key financial measures of our success. Non-GAAP measures and key performance metrics are frequently used by securities analysts, investors,
and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures and key performance metrics when reporting their results. These measures can be useful in evaluating our
performance against our peer companies because we believe the measures provide users with valuable insight into key components of U.S. GAAP financial disclosures. For example, a company with higher U.S. GAAP net income may not be
as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, excluding the effects of interest income and expense moderates the impact of a company's capital structure on its performance. However,
non-GAAP measures and key performance metrics have limitations as analytical tools. Because not all companies use identical calculations, our presentation of non-GAAP financial measures and key performance metrics may not be
comparable to other similarly titled measures of other companies. They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit
or loss for the period determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these performance measures should not be considered in isolation from, or as a substitute
analysis for, results of operations as determined in accordance with U.S. GAAP. We do not reconcile our forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making
accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to
the most directly comparable U.S. GAAP financial measure is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information. We provide non-GAAP
financial measures that we believe will be achieved, however we cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

Key Performance Metrics

We use key performance metrics to help us evaluate our performance and make strategic decisions. Additionally, we believe these metrics are useful as a supplement to investors in evaluating the Company’s ongoing operational
performance and trends. These key performance metrics are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly-titled metrics presented by other companies.

Annualized Recurring Revenue (“ARR”)

Represents the annualized recurring value of all active subscription contracts at the end of a reporting period. We believe ARR is useful for assessing the performance of our recurring subscription revenue base and identifying trends
affecting our business.

Dollar Retention Rate (“DRR”)

For existing customers at the beginning of a given period, DRR represents subscription renewals, upgrades, churn, and downgrades in such period divided by the beginning total renewable base for such customers for such
period. Renewals reflect customers who renew their subscription, inclusive of auto-renewals for multi-year contracts, while churn reflects customers who choose to not renew their subscription. Upgrades include orders from
customers that purchase additional licenses or content (e.g., a new Leadership and Business module), while downgrades reflect customers electing to decrease the number of licenses or reduce the size of their content package.
Upgrades and downgrades also reflect changes in pricing. We use our DRR to measure the long-term value of customer contracts as well as our ability to retain and expand the revenue generated from our existing customers.

Bookings
Bookings (previously referred to as Order Intake) in any particular period represents orders received during that period and reflects (i) subscription renewals, upgrades, churn, and downgrades to existing customers, (ii) non-
subscription services, and (iii) sales to new customers. Bookings generally represents a customer’s annual obligation (versus the life of the contract), and, for the subscription business, revenue is recognized for such Bookings
over the following 12 months. We use Bookings to measure and monitor current period business activity with respect to our ability to sell subscriptions and services to our platform.

3
Introduction Strategy Finance Q&A

We propel
organizations
and people to
grow together
through
transformative
learnings
experiences.
SKILLSOFT BY THE NUMBERS
KEY METRICS: FY2023 OUTLOOK:

70%+ $598M
OF FORTUNE 1000(1) BOOKINGS(3)

82M+ $115M
COMMUNITY OF ADJUSTED EBITDA(4), (5)
LEARNERS(2)

200K+
CONTENT ASSETS
Notes:
(1) Based on sample of customers who have purchased training from Skillsoft or Global Knowledge in the two year period ending 1/31/22.
(2) Comprised of 40M enabled learners on Skillsoft on demand platform (adjusted for SumTotal divestiture), plus over 42M who have
registered to learn on the Codecademy platform as of July 31, 2022.
(3) Based on midpoint of FY2023E outlook range. Reflects estimates for the twelve month period ending January 31, 2023 including
Codecademy from the close of the transaction in April 2022.
(4) Adjusted EBITDA outlook reflects mid point of outlook range for the twelve month period ending January 31, 2023 including
Codecademy from the close of the transaction in April 2022. 5
(5) Adjusted EBITDA is a non-GAAP financial measure. See Appendix for reconciliation to GAAP for FY2022. The Company is unable
to reconcile forward looking non-GAAP measures without unreasonable efforts.
LARGE AND GROWING MARKET
LARGE MARKET GROWING MARKET STRONG SECULAR
GROWTH DRIVERS
TOTAL ADDRESSABLE MARKET • Growing skills gap
GLOBAL PROFESSIONAL ELEARNING(1)
Global Professional eLearning TAM (3)

$28B+ • C-Suite focus on workforce

development and upskilling
+10% p.a.
GLOBAL PROFESSIONAL LEARNING(2) $45B
• Shift from insourced
$300B White
space
to outsourced training
$28B
• Shift from classroom
to digital training
Market
$16B Spend(4)
$9B 13-14% p.a.
• Acceleration by COVID-19
2020 2025 and work-from-home

Notes:
Sources: Company estimates and third-party consultant market research reports as of 2020 and 2021, including Tyton Partners and Grand View Research.
(1) Global professional eLearning includes company purchased, self-paced online learning similar to Skillsoft’s offerings.
(2) Professional learning includes eLearning as well as internal and third-party courses and content (both online and in person), excluding tuition reimbursement and related spend.
(3) TAM: Total Addressable Market, including company spend and incremental whitespace from adoption of eLearning, new use cases, and shift from in person to online. 6
(4) Market Spend: Estimated spend on outsourced professional eLearning by organizations.
FRAGMENTED MARKET SPACE

~ $600M

CORPORATE DIGITAL
LEARNING REVENUE

< ~ $700M

7
AN INSPIRING DIRECTION
THAT BUILDS ON OUR STRENGTHS
“We propel organizations and people to grow together through transformative learnings experiences.”

We upskill the global workforce across
three core segments…
(Leadership & Business Skills,
Compliance and Technology & Developer)
WHERE WE PLAY
…by providing engaging digital learning &
…for enterprise clients globally
development solutions…

HOW WE WIN
01 02 03
CONTENT PLATFORM GO-TO-MARKET
Packages of ‘best of breed’ content to Immersive, AI driven platform delivering World-class enterprise sales capability
enable compelling learning journeys seamless, engaging learner experiences

8
WHERE WE PLAY
UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE SEGMENTS

LEADERSHIP & TECHNOLOGY & COMPLIANCE

BUSINESS SKILLS DEVELOPER
CUSTOMER Enable leaders and Stay ahead of rapid technology Foster a sustainable, safe,
VALUE organizations changes respectful, inclusive
PROPOSITION to thrive in a digital world environment compliant with
evolving regulations
ROLE IN Strategic hook into enterprise Major customer and growth Supports customer
SKILLSOFT’S
agenda opportunity retention
PORTFOLIO

#1
SKILLSOFT
POSITION(1) #1 #2 #2 GLOBAL
LEADER(1)

COMPETITIVE
LANDSCAPE

Note:
(1) Skillsoft market position for self-paced professional eLearning based on Company estimates of competitor revenue and segment revenue allocations as of 2021. 9
HOW WE WIN: CONTENT
BREADTH OF OUR OFFERING WILL DRIVE GROWTH

20 • Important reason we win with

customers
PERCENTAGE
POINTS HIGHER LEAD ERSHIP &
BUSINESS SKILLS
DOLLAR • Supports learners with a unified
RETENTION platform, consistent pedagogy
RATE(1) AMONG
and more complete learning
CUSTOMERS
PURCHASING
journeys
3 PRODUCTS
TEC HNOLOGY & C OM P LIANC E
VS. 1 D EVELOP M ENT • Creates opportunities for cross-
and upsell

• Drives higher retention

Note:
(1) Covers Q4FY2017 through Q4FY2022. 10
HOW WE WIN: CONTENT
OUR CONTENT CREATES UNIQUE CROSS-SELL OPPORTUNITIES
Growing Share of Skillsoft Content Customers
Buying 2-3 Products(1)
Annual Recurring Revenue Distribution
by Number of Products Purchased

100%
1 Product Category Cross-Sell
Opportunities
75%
% of Total ARR

2 Products
50%

25%
3 Products

0%
4Q19 4Q20 4Q21 4Q22

Fiscal Quarter
Note:
(1) Covers Q4FY2017 through Q4FY2022. 11
HOW WE WIN: CONTENT
OUR CONTENT ENABLES COMPELLING LEARNING JOURNEYS
A COMPLETE . . .WITH ORIGINAL AND A PROVEN . . .THAT DELIVERS REAL-
LEARNING SOLUTION. . . CURRENT CONTENT LEARNING MODEL based on WORLD RESULTS
MIT research . . .

200K+ 90% 80%

Content assets Of consumption based on Apply what they have learned(1)
proprietary Skillsoft content

~ $130M
Invested in content since 2017

Note:
(1) Source: Skillsoft 2019 customer benchmark study.
12
HOW WE WIN: PLATFORM
PERCIPIO PLATFORM DELIVERS ENGAGING EXPERIENCES

~ 3,500
COMPANIES LIVE ON PLATFORM

4x
MORE LEARNING HOURS(1)

22M+
BADGES ISSUED
THE PERCIPIO PLATFORM WHY CUSTOMERS CHOOSE PERCIPIO
• Learner focused • Easy interface
• Skill-based learning paths • Better engagement 104%
PERCIPIO COHORT DOLLAR
• AI-enabled • Reliable tracking RETENTION RATE(1)
• Badges, open source content, • Integration with leading LMSs
microlearning, mobile app
UP TO ~ 30PT
INCREASE IN DRR vs. LEGACY SKILLPORT (2)

Note:
(1) Dollar Retention Rate (“DRR”) includes Percipio and Dual Deployment.
(2) Compared to legacy platform over 12 months; increase in retention varies by quarter. 13
Source: Percipio.com, Skillsoft financials.
HOW WE WIN: GO-TO-MARKET
AN UNRIVALED ENTERPRISE SALES CAPABILITY

70%+ 82M+ ~700 160+

OF FORTUNE 1000(1) COMMUNITY OF GO-TO-MARKET COUNTRIES
LEARNERS ORGANIZATION WORLDWIDE(3)
WORLDWIDE(2)

Notes:
(1) Based on sample of customers who have purchased training from Skillsoft or Global Knowledge in the most recent two-year period as of 1/31/2022
(2) Comprised of 40M enabled learners on Skillsoft on demand platform (adjusted for SumTotal divestiture), plus over 42M who have registered to learn on the Codecademy platform as of July 31, 2022.
(3) Number countries with learners accessing Skillsoft content.
14
STRONG PLATFORM FOR ACCRETIVE M&A:
BRINGING BEST IN CLASS CAPABILITIES THROUGH PARTNERSHIP AND ACQUISITION

CRITERIA

ACQUIRER OF CHOICE CONTENT PLATFORM GO-TO-MARKET

Complete Portfolio in Enhance Capabilities Extend Reach and

High Demand Areas and Learner Experience Leverage Existing Base

LARGE P ERCIP IO
CUSTOMER P LATFORM
B ASE

LARGE COMMITTED
SALES TEAM INVESTORS

1,000+ companies with <$100M revenue

OPPORTUNITY RICH +
ENVIRONMENT Others with >$100M revenue
15
 +

CODECADEMY ACQUISITION:
CREATING A LEADER IN TECH & DEV

#1 Extending Our Content Offering Across Critical Technologies

#2 Enhancing The Percipio Platform With New Learning Capabilities

#3 Broadening Our Reach

#4 Creating Significant Cross-Sell Opportunities

#5 Positioning Skillsoft For Faster Growth

16
 +

EXTENDING OUR CONTENT OFFERING

STRENGTHS IN SEGMENTS THAT ACCOUNT FOR MAJORITY OF TECH & DEV MARKET

CLOUD SECURITY DATA PROGRAMMING

• Cloud • Pen Testing • Data Science • DevOps

+
Transformation
• Artificial Intelligence • Full Stack
• Hybrid/Multi-cloud • Incident Response + Machine Learning

• Data Visualization • Mobile

• Cloud Architecture • Data Loss
Prevention
• Data Literacy • Web Development
• Cloud Development • Governance, Risk
and Compliance

17
 +

ENHANCING THE PERCIPIO PLATFORM

A NEW WAY OF LEARNING THE MOST CRITICAL TECHNOLOGY SKILLS

LEARN APPLY COLLABORATE

HANDS-ON PRACTICE LABS |
MICRO-LEARNING COURSES LIVESTREAMS | INSTRUCTOR-LED TRAINING
LOCAL, LIVE SUPPORT

18
 +

BROADENING OUR REACH

NEARLY DOUBLES REGISTERED LEARNERS | COMPLEMENTARY CUSTOMER BASES

SKILLSOFT CODECADEMY COMBINED

COMMUNITY OF
LEARNERS(1) 40M + + 42M + = 82M+
B2B CUSTOMERS 12k+ + ~ 660 = ~ 13k
B2C CUSTOMERS NM + ~ 179k = ~ 179k
SALES
ORGANIZATION(2) 700+ + < 10 = 700+
Note:
(1) Comprised of 40M enabled learners on Skillsoft on demand platform (adjusted for SumTotal divestiture), plus over 42M who have registered to learn on the Codecademy platform as of July 31, 2022. 19
(2) Total headcount.
 +

CREATING CROSS-SELL OPPORTUNITIES

COMPLEMENTARY CONTENT AND GO-TO-MARKET CAPABILITIES

• 700+ person B2B go-to-market • Established digital selling motion

organization
CHANNEL • 12k+ customers, including 70%+ of • 42M+ registered learners, and over
Fortune 1000 250k organic B2C sign-ups per month

• Sell Codecademy to existing Skillsoft • Sell Skillsoft Tech & Dev and
customers Leadership & Business Skills offerings
to existing Codecademy customers

CROSS-SELL • Increase retention with improved • Increase retention by integrating

OPPORTUNITY product experience and deeper Skillsoft videos, mentoring and other
engagement Percipio features

• Win new business with stronger Tech • Win new business with more
& Dev offering and brand complete offering

20
 +

POSITIONING SKILLSOFT FOR FASTER GROWTH

IMMEDIATELY ACCRETIVE TO SKILLSOFT REVENUE AND BOOKINGS GROWTH
TOTAL PAYING USERS
190K

135K
86K
46K
Rapid, high margin and sustainable growth

2018 2019 2020 2021

BOOKINGS

85%+ 41% $38M

$47M

Gross Margin Paying User Growth(1) $23M

$8M

2018 2019 2020 2021

27% 23%
REVENUE
$42M
$33M
Revenue Growth(1) Bookings Growth(1)
$19M
$11M
Note:
(1) CY2021 vs. CY2020. 21
2018 2019 2020 2021E
A UNIQUE OPPORTUNITY
FOR SHAREHOLDER VALUE CREATION
ATTRACTIVE
BUSINESS
MODEL
• Enterprise subscriptions
STRONG
FOUNDATION • High operating leverage
• Low capital intensity
• Robust core business
• Strong free cash flow
• Healthy balance sheet
conversion
WELL-PLACED
TO DELIVER ON
A BOLD VISION
FOR THE FUTURE
ON A GROWTH • Well-positioned to
TRAJECTORY extend global category
leadership
• New leadership team with • Revitalized Tech &
clear strategic direction Dev business re-
positioned for
• Percipio migration
leadership in fastest
substantially complete
growing category
• Investing in Content,
• Platform for organic
Platform and Go-To-
and acquired
Market
growth
• Riding wave of accelerating
online migration
22
POSITIONED FOR GROWTH
PERCIPIO MIGRATION SUPPORTS IMPROVED REVENUE RETENTION
AND MORE NEW BUSINESS
PERCIPIO VS. LEGACY PLATFORM SKILLPORT PERFORMANCE COMPARISON
($ in millions)
$327 $317 $321
11%
~25%
55%
~75% on ~55% ~89% on
Annual Recurring ~51%
Percipio Percipio
or Dual or Dual
Revenue Deploy- Deploy-
ment ment
32%
~34%
~24%
13%

FY20 FY21 FY22

Dual Deployment of Percipio and Skillport Legacy Platform Skillport
FY20 FY21 FY22
Percipio + Dual
106% 101% 104%
Deployment DRR(1)
Skillport DRR(1) 84% 75% 67%
Percipio & DD New Business
$10 $15 $23
Bookings
Percipio + Dual
$145 $237 $286
Deployment ARR

Note:
(1) Dual Deployment (DD) reflects customers who are paying for Percipio and Skillport platforms. Percipio reflects customers who are only paying for Percipio products. Legacy platform Skillport reflects customers who are only
paying for legacy platform Skillport. Information shown reflects FYE January 31st financials (e.g., FYE 1/31/22 shown for FY2022E). Dollar Retention Rate (“DRR”) represents subscription renewals, upgrades, churn, and 23
downgrades in a period divided by the total renewable base for such customers for such period. DRR does not include new business from new customers.
ATTRACTIVE FINANCIAL PROFILE
HIGH SUBSCRIPTION REVENUE WITH STRONG PREDICTABILITY
FY2022A(1)
5%
• Subscriptions provide visibility and predictability
SKILLSOFT
95% • Skillsoft Content 90%+ subscription revenue
7%

GLOBAL • Recurring contracts with Fortune 1000 customers

KNOWLEDGE 93%

~
• Global Knowledge: transaction-based, longstanding
customer relationships + repeat buyers
CODECADEMY
•
~
100% Codecademy: monthly and annual subscriptions
with prosumers and B2B customers
39%
COMBINED
61%

Subscription Revenue Non-subscription Revenue

Note:
24
(1) FY2022A reflects revenue for the fiscal year ended 1/31/22 for Skillsoft and Global Knowledge and bookings for the 12 months ended 12/31/21 for Codecademy.
CAPITAL STRUCTURE OVERVIEW
CAPITAL STRUCTURE DEBT TERMS
($M) ($M)

AS OF Q2 POST SALE OF
FY2023
(7/31/2022)
SUMTOTAL (3)
(8/15/2022)
TERM LOAN B
FACILITY $640
TOTAL DEBT(1)
$657 $626 MATURITY 2028
CASH
$43 $187 PRICING SOFR + 525bps
(0.75% SOFR floor)

NET DEBT(1)
$614 $439
PREPAYMENT
101 soft call from 7/17/22 to 1/16/23

NET DEBT / PRO

FORMA LTM
4.2X 4.0X Par thereafter
ADJ. EBITDA(2)

Notes:
(1) Based on outstanding principle balance as of July 31, 2022 including Term Loan B and accounts receivable facility, excluding unamortized original issue discounts and issuance costs.
(2) Based on Skillsoft LTM Adjusted EBITDA pro forma for Codecademy. 25
(3) Includes net cash proceeds of approximately $175 million and mandatory debt prepayment of $31 million.
APPENDIX

26 26
HISTORICAL QUARTERLY FINANCIAL PERFORMANCE
($M)

FY2020A FY2021A FY2022A FY2023A

Total Q1A Q2A Q3A Q4A Total Q1A Q2A Q3A Q4A Total Q1A Q2A

Content Bookings $347 $39 $59 $74 $164 $334 $39 $64 $78 $168 $349 $51 $77
GK/ILT Bookings 291 57 49 55 53 214 65 64 62 60 250 56 $46
Total Bookings $638 $96 $107 $129 $217 $549 $104 $127 $140 $227 $599 $107 $124
(1)
Content Bookings Growth (cc) 1% -6% -3% -5% -4% -2% 7% 6% 4% 4% 33% 23%

Content LTM Bookings Growth (cc)(1) -4% -4% -2% 0% 5% 5% 9% 12%

Content ARR $327 $327 $331 $329 $317 $317 $319 $318 $322 $321 $321 $337 $336
GK/ILT ARR 7 6 6 7 11 11 14 15 13 13 13 12 12
Total ARR $334 $333 $337 $337 $328 $328 $333 $333 $335 $334 $334 $349 $348
Content Quarterly DRR 92% 88% 88% 96% 94% 93% 91% 99% 98% 98% 97% 101% 98%
Content LTM DRR 92% 91% 90% 92% 93% 93% 93% 95% 95% 97% 97% 98% 98%
Content Revenue $366 $85 $86 $87 $88 $346 $82 $85 $87 $86 $341 $90 $99
GK/ILT Revenue (Gross) 288 61 50 51 55 217 55 61 62 60 237 51 50
Gross Revenue $654 $146 $136 $138 $143 $563 $137 $146 $148 $147 $579 $141 $148
GK/ILT Reseller Fees (34) (7) (5) (7) (7) (27) (8) (6) (8) (10) (33) (6) (8)
Net Revenue $619 $139 $131 $131 $135 $536 $129 $140 $140 $136 $546 $135 $141
Adj. EBITDA (less SumTotal) $29 $34 $24 $33

NOTES:
ALL FISCAL YEARS REFLECT PERIOD ENDING JANUARY 31
PRODUCT LEVEL VIEW OF BOOKINGS / DRR / ARR / REVENUE FOR SKILLSOFT CONTENT AND GLOBAL KNOWLEDGE. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES PROVIDED IN APPENDIX
FY2023 BOOKINGS, ADJ REVENUE, AND ADJ EBITDA INCLUDE CODECADEMY BEGINNING APRIL 5TH FY2023 27
(1) BOOKINGS GROWTH RATES ARE CALCULATED AT THE FX RATES USED TO REPORT PRIOR YEAR
HISTORICAL QUARTERLY FINANCIAL PERFORMANCE
PROFORMA VALUES WITH CODECADEMY IN ALL YEARS STARTING APRIL 5TH

($M)

FY2020A FY2021A FY2022A FY2023A

Total Q1A Q2A Q3A Q4A Total Q1A Q2A Q3A Q4A Total Q1A Q2A

Content Bookings $368 $41 $69 $84 $175 $369 $42 $75 $91 $182 $389 $51 $77
GK/ILT Bookings 291 57 49 55 53 214 65 64 62 60 250 56 46
Total Bookings $659 $98 $118 $139 $228 $583 $107 $138 $152 $241 $639 $107 $124
(1)
Content Bookings Growth (cc) 5% 1% 1% -3% 0% -1% 7% 8% 5% 6% 24% 5%

Content LTM Bookings Growth (cc)(1) 0% -1% 0% 2% 6% 6% 9% 9%

Content ARR $327 $327 $331 $329 $317 $317 $319 $318 $322 $321 $321 $337 $336
GK/ILT ARR 7 6 6 7 11 11 14 15 13 13 13 12 12
Total ARR $334 $333 $337 $337 $328 $328 $333 $333 $335 $334 $334 $349 $348
Content Quarterly DRR 92% 88% 88% 96% 94% 93% 91% 99% 98% 98% 97% 101% 98%
Content LTM DRR 92% 91% 90% 92% 93% 93% 93% 95% 95% 97% 97% 98% 98%
Content Revenue 383 87 95 96 97 375 85 96 98 97 377 90 99
GK/ILT Revenue (Gross) 288 61 50 51 55 217 55 61 62 60 237 51 50
Gross Revenue $670 $148 $145 $147 $152 $592 $140 $157 $160 $158 $614 $141 $148
GK/ILT Reseller Fees (34) (7) (5) (7) (7) (27) (8) (6) (8) (10) (33) (6) (8)
Net Revenue $636 $141 $139 $140 $145 $565 $132 $150 $151 $148 $581 $135 $141

Adj. EBITDA (less SumTotal) $28 $30 $24 $33

NOTES:
ALL FISCAL YEARS REFLECT PERIOD ENDING JANUARY 31
PRODUCT LEVEL VIEW OF BOOKINGS / DRR / ARR / REVENUE FOR SKILLSOFT CONTENT AND GLOBAL KNOWLEDGE. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES PROVIDED IN APPENDIX
PROFORMA BOOKINGS, ADJ REVENUE, AND ADJ EBITDA INCLUDE CODECADEMY IN THE YEAR AGO PERIOD BEGINNING APRIL 5TH IN EACH YEAR 28
(1) BOOKINGS GROWTH RATES ARE CALCULATED AT THE FX RATES USED TO REPORT PRIOR YEAR
SUMMARY OF SHARES OUTSTANDING AT VARIOUS PRICES
(SHARES IN M) COMMENTARY

Public Shares as % SHARES:

of Shares
Outstanding (Incl / • Includes 34.3M public IPO shares(2)
Total Shares Excl Public
Share Price Public IPO Shares Outstanding(4) Warrants) (1)
• Includes 17.25M founder shares
• Includes 28.5M shares issued to Skillsoft shareholders
$10.00 34.3 163.8 21.0% / 21.0% • Includes 53.0M shares issued to PIPE investors
• Includes 33.9M shares issued in connection with the Codecademy acquisition

WARRANTS:
$12.00 35.3 166.2 21.2% / 20.6%
• Includes 23.0M public warrants issued in connection with the IPO
• Strike price of $11.50 / share and forced redemption price of $18.00 / share
$14.00 38.4 174.7 22.0% / 19.6%
• Includes 17.3M private placement warrants purchased or acquired by the sponsor(3)
• $11.50 strike price; no forced redemption
$16.00 40.8 181.1 22.5% / 18.9% • Includes 16.7M warrants issued to PIPE investors at substantively identical terms
as the public warrants
• Includes 5.0M warrants issued as consideration for Global Knowledge transaction
$18.00 42.6 186.0 22.9% / 18.4%
• $11.50 strike price; no forced redemption

EMPLOYEE EQUITY:
$20.00 42.6 187.5 22.7% / 18.3%
• Share count does not include employee equity expected to be issued pursuant to the incentive
plan (up to 10% of shares outstanding at closing of the Merger).
Notes:

(1) Public shares including public warrants (on a TSM basis) as % of total shares outstanding / public shares excluding public warrants (on a TSM basis) as % of total shares outstanding.
(2) 34,309,021 shares.
(3) Includes 1.5M warrants payable to Churchill sponsor for loan to Churchill at Churchill sponsor’s option.
(4) Shares and warrants net for Treasury Stock Method (“TSM”).

29
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES:
THREE MONTHS ENDED JULY 31, 2022 For the Three Months Ended July 31, 2022
Non-GAAP
(IN THOUSANDS) Revenue
(1)
Skillsoft Corp. Adjustments Combined
Revenues:
Total revenues $ 140,574 $ 7,808 $ 148,382
Operating expenses
Cost of revenues 34,998 7,808 42,806
Content and software development 19,693 19,693
Selling and marketing 41,848 41,848
General and administrative 26,367 26,367
Amortization of intangible assets 45,200 45,200
Impairment of goodwill and intangible assets 70,475 70,475
Recapitalization and acquisition-related costs 8,452 8,452
Restructuring 4,323 4,323
Total operating expenses 251,356 7,808 259,164
Operating loss: $ (110,782) $ - $ (110,782)
Other income (expense), net 80 80
Fair value adjustment of warrants 6,846 6,846
Fair value adjustment of hedge instruments (15,065) (15,065)
Interest income 10 10
Interest expense (11,470) (11,470)
Loss before benefit from income taxes (130,381) - (130,381)
Benefit from income taxes (3,065) (3,065)
Loss from continuing operations (127,316) - (127,316)
Income from discontinued operations, net of tax 5,817 5,817
Net loss $ (121,499) $ - $ (121,499)

Adjusted net income and Adjusted EBITDA:

Amortization of intangible assets 45,200 45,200
Impairment of goodwill and intangible assets 70,475 70,475
Recapitalization and acquisition-related costs 8,452 8,452
Restructuring 4,323 4,323
Warrant fair value adjustment and foreign currency (7,066) (7,066)
Fair value adjustment of hedge instruments 15,065 15,065
Stock-based compensation expense 10,017 10,017
Tax impact of non-GAAP adjustments (3,757) (3,757)
Income from discontinued operations, net of tax (5,817) (5,817)
Adjusted net income from continuing operations $ 15,393 $ - $ 15,393

Expense from income taxes, excluding tax impacts above 692 692
Interest expense, net 11,460 11,460
Depreciation 942 942
Non-recurring costs and other 4,098 4,098
Adjusted EBITDA from continuing operations $ 32,585 $ - $ 32,585

Adjusted EBITDA Margin % 22%

(1) Non-GAAP revenue adjustments include reseller fees, which are presented on a net basis in GAAP revenue. 30
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES:
SIX MONTHS ENDED JULY 31, 2022 For the Six Months Ended July 31, 2022
(IN THOUSANDS) Non-GAAP
Revenue
Skillsoft Corp. Adjustments (1) Combined
Revenues:
Total revenues $ 275,413 $ 14,139 $ 289,552
Operating expenses
Cost of revenues 73,008 14,139 87,147
Content and software development 36,026 36,026
Selling and marketing 81,410 81,410
General and administrative 55,711 55,711
Amortization of intangible assets 84,758 84,758
Impairment of goodwill and intangible assets 70,475 70,475
Recapitalization and acquisition-related costs 21,764 21,764
Restructuring 8,279 8,279
Total operating expenses 431,431 14,139 445,570
Operating loss: $ (156,018) $ - $ (156,018)
Other income (expense), net 1,132 1,132
Fair value adjustment of warrants 16,952 16,952
Fair value adjustment of hedge instruments (15,065) (15,065)
Interest income 170 170
Interest expense (23,007) (23,007)
Loss before benefit from income taxes (175,836) - (175,836)
Benefit from income taxes (25,402) (25,402)
Loss from continuing operations (150,434) - (150,434)
Income from discontinued operations, net of tax 7,292 7,292
Net loss $ (143,142) $ - $ (143,142)

Adjusted net income and Adjusted EBITDA:

Amortization of intangible assets 84,758 84,758
Impairment of goodwill and intangible assets 70,475 70,475
Recapitalization and acquisition-related costs 21,764 21,764
Restructuring 8,279 8,279
Warrant fair value adjustment and foreign currency (18,123) (18,123)
Fair value adjustment of hedge instruments 15,065 15,065
Stock-based compensation expense 18,510 18,510
Tax impact of non-GAAP adjustments (5,149) (5,149)
Income from discontinued operations, net of tax (7,292) (7,292)
Adjusted net income from continuing operations $ 45,145 $ - $ 45,145

Benefit from income taxes, excluding tax impacts above (20,253) (20,253)
Interest expense, net 22,837 22,837
Depreciation 2,360 2,360
Non-recurring costs and other 6,561 6,561
Adjusted EBITDA from continuing operations $ 56,650 $ - $ 56,650

Adjusted EBITDA Margin % 20%

(1) Non-GAAP revenue adjustments include reseller fees, which are presented on a net basis in GAAP revenue. 31
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES:
THREE MONTHS ENDED JULY 31, 2021 For the Three Months Ended July 31, 2021
(IN THOUSANDS) For the
Period from
For the
Period from
Period from
6/12/21 to
5/1/21 to 6/11/21 5/1/21 to 6/11/21 7/31/21 Non-GAAP
Global Revenue
Knowledge Skillsoft Skillsoft (1) Adjustments (2) Combined Codecademy (3) Proforma
Revenues:
Total revenues $ 25,255 $ 34,814 $ 75,466 $ 10,923 $ 146,458 $ 10,309 $ 156,767
Operating expenses
Cost of revenues 11,836 6,949 22,290 6,468 47,543
Content and software development 258 4,510 6,208 10,976
Selling and marketing 5,398 10,905 19,650 35,953
General and administrative 10,765 4,652 16,824 32,241
Amortization of intangible assets 1,063 14,575 18,493 34,131
Recapitalization and acquisition-related costs - 4,927 9,900 14,827
Restructuring 146 (910) 287 (477)
Total operating expenses 29,466 45,608 93,652 6,468 175,194
Operating loss: $ (4,211) $ (10,794) $ (18,186) $ 4,455 $ (28,736)
Other income (expense), net (852) 304 (992) (1,540)
Fair value adjustment of warrants - 800 17,115 17,915
Interest income - 53 9 62
Interest expense (1,901) (5,354) (9,265) (16,520)
Loss before benefit from income taxes (6,964) (14,991) (11,319) 4,455 (28,819)
Provision for (benefit from) income taxes 481 (464) (1,996) (1,979)
Loss from continuing operations (7,445) (14,527) (9,323) 4,455 (26,840)
Income from discontinued operations, net of tax - 2,668 (2,531) 137
Net loss $ (7,445) $ (11,859) $ (11,854) $ 4,455 $ (26,703)

Adjusted net income and Adjusted EBITDA:

Amortization of intangible assets $ 1,063 $ 14,575 $ 18,493 $ - $ 34,131
Impact of fresh-start reporting 4,455 (4,455)
Recapitalization and acquisition-related costs 7,469 4,927 9,900 - 22,296
Restructuring 266 (910) 287 - (357)
Warrant fair value adjustment and foreign currency - (1,179) (16,377) - (17,556)
Stock-based compensation expense - - 4,817 4,817
Tax impact of non-GAAP adjustments 608 3,106 2,432 6,145
Income from discontinued operations, net of tax - (2,668) 2,531 - (137)
Adjusted net income from continuing operations $ 1,961 $ 10,447 $ 10,229 $ - $ 22,636

Benefit from income taxes, excluding tax impacts above (127) (3,570) (4,428) - (8,124)
Interest expense, net 1,901 5,301 9,256 - 16,458
Depreciation 467 557 1,006 - 2,030
Non-recurring costs and other 709 460 154 - 1,323
Adjusted EBITDA from continuing operations $ 4,911 $ 13,195 $ 16,217 $ - $ 34,323

Adjusted EBITDA Margin % 23%

(1) GAAP results of Skillsoft include Global Knowledge subsequent to June 11, 2021.

(2) Non-GAAP revenue adjustments include the add back of (i) non-cash deferred revenue fair value adjustments and (ii) reseller fees, which are presented on a net basis in
GAAP revenue.
32
(3) Non-GAAP revenue adjustment includes proforma Codecademy revenue to allow better comparison against the three months ended July 31, 2022.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES:
SIX MONTHS ENDED JULY 31, 2021 For the For the
For the Six Months Ended July 31, 2021
For the
(IN THOUSANDS) Period from
2/1/21 to 6/11/21
Period from
2/1/21 to 6/11/21
Period from
6/12/21 to Non-GAAP
Global Revenue
Knowledge Skillsoft Skillsoft (1) Adjustments (2) Combined Codecademy (3) Proforma
Revenues:
Total revenues $ 71,932 $ 102,494 $ 75,466 $ 33,640 $ 283,532 $ 13,070 $ 296,602
Operating expenses
Cost of revenues 34,698 22,043 22,290 14,557 93,588
Content and software development 492 15,012 6,208 - 21,712
Selling and marketing 16,404 34,401 19,650 - 70,455
General and administrative 19,765 16,471 16,824 - 53,060
Amortization of intangible assets 2,646 46,492 18,493 - 67,631
Recapitalization and acquisition-related costs - 6,641 9,900 - 16,541
Restructuring 2,764 (576) 287 - 2,475
Total operating expenses 76,769 140,484 93,652 14,557 325,462
Operating loss: $ (4,837) $ (37,990) $ (18,186) $ 19,083 $ (41,930)
Other income (expense), net 624 (167) (992) - (535)
Fair value adjustment of warrants - 900 17,115 - 18,015
Interest income - 60 9 - 69
Interest expense (11,970) (16,763) (9,265) - (37,998)
Loss before benefit from income taxes (16,183) (53,960) (11,319) 19,083 (62,379)
Provision for (benefit from) income taxes (359) (3,521) (1,996) - (5,876)
Loss from continuing operations (15,824) (50,439) (9,323) 19,083 (56,503)
Income from discontinued operations, net of tax - 1,175 (2,531) - (1,356)
Net loss $ (15,824) $ (49,264) $ (11,854) $ 19,083 $ (57,859)

Adjusted net income and Adjusted EBITDA:

Amortization of intangible assets $ 2,646 $ 46,492 $ 18,493 $ - $ 67,631
Impact of fresh-start reporting 19,083 (19,083) -
Recapitalization and acquisition-related costs 8,862 6,641 9,900 - 25,403
Restructuring 2,884 (576) 287 - 2,595
Warrant fair value adjustment and foreign currency - (1,001) (16,377) - (17,378)
Stock-based compensation expense - - 4,817 - 4,817
Tax impact of non-GAAP adjustments (319) 10,033 2,432 - 12,145
Income from discontinued operations, net of tax - (1,175) 2,531 - 1,356
Adjusted net income from continuing operations $ (1,751) $ 30,233 $ 10,229 $ - $ 38,710

Benefit from income taxes, excluding tax impacts above (40) (13,554) (4,428) - (18,021)
Interest expense, net 11,970 16,703 9,256 - 37,929
Depreciation 1,473 1,776 1,006 - 4,255
Non-recurring costs and other (714) 626 154 - 66
Adjusted EBITDA from continuing operations $ 10,938 $ 35,784 $ 16,217 $ - $ 62,939

Adjusted EBITDA Margin % 22%

(1) GAAP results of Skillsoft include Global Knowledge subsequent to June 11, 2021.

(2) Non-GAAP revenue adjustments include the add back of (i) non-cash deferred revenue fair value adjustments and (ii) reseller fees, which are presented on a net
basis in GAAP revenue.
33
(3) Non-GAAP revenue adjustment includes proforma Codecademy revenue to allow better comparison against the three months ended July 31, 2022.
SUPPORTED BY PROSUS
STRATEGIC INVESTMENT
COMPANY OVERVIEW INVESTMENT PHILOSOPHY
FOCUSED ACTIVE LONG-TERM FOCUS
A global consumer Building leading Listed on Euronext
internet group and companies in high Amsterdam
Thematic, sector- More than funding. Partnering with
one of the largest growth sectors. (AEX:PRX).
based investing Strong, hands-on entrepreneurs over
technology investors
based on deep support based on the long term to build
in the world.
• EdTech • Europe’s largest industry insights technology expertise sustainable businesses
• Early investor in • Food delivery consumer internet (sometimes for decades)
global tech leaders, company
• Online classifieds
including Tencent • Included in the
and Delivery Hero • Payments & fintech
EuroStoxx-50 index

LEADING EDTECH INVESTOR

TOP 10 1.5B+
GLOBAL CONSUMER USERS GLOBALLY
INTERNET GROUP

Source: Prosus Group, FactSet. Market data as of 9/8/21.

34